摩根大通美股招股说明书(2026-03-16版)

Digital Barrier Notes Linked to the Common Stock ofOracle Corporation due April 21, 2027 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek a fixed return of at least 17.00% at maturity if the Final Value of oneshare of the Reference Stock is greater than or equal to 50.00% of the Initial Value, which we refer to as the BarrierAmount.•Investors should be willing to forgo interest and dividend payments and be willing to lose a significant portion or all oftheir principal amount at maturity.•The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer toas JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co.Anypayment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the creditrisk of JPMorgan Chase & Co., as guarantor of the notes.•Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about March 16, 2026 and are expected to settle on or about March 19, 2026.•CUSIP: 46660RAG9 Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanyingprospectus supplement, Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-11of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-4 of this pricingsupplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapprovedof the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a criminal offense. (1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of thenotes. (2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the sellingcommissions it receives from us to other affiliated or unaffiliated dealers. These selling commissions will be up to $10.00 per $1,000principal amount note. JPMS, acting as agent for JPMorgan Financial, will also pay all of the structuring fee of up to $1.00 per $1,000principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of Distribution (Conflicts of Interest)” in theaccompanying product supplement. If the notes priced today, the estimated value of the notes would be approximately $980.00 per $1,000 principal amountnote. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplementand will not be less than $950.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in thispricing supplement for additional information. The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agencyand are not obligations of, or guaranteed by, a bank. Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. Payment at Maturity: If the Final Value is greater than or equal to the BarrierAmount, your payment at maturity per $1,000 principal amountnote will be calculated as follows: Guarantor:JPMorgan Chase & Co. Reference Stock:The common stock of Oracle Corporation,par value $0.01 per share (Bloomberg ticker: ORCL). We referto Oracle Corporation as “Oracle.” $1,000 + ($1,000 × Contingent Digital Return) If the Final Value is less than the Barrier Amount, yourpayment at maturity per $1,000 principal amount note will becalculated as follows: Contingent Digital Return:At least17.00% (to be provided inthe pricing supplement) Barrier Amount:50.00% of the Initial Value If the Final Value is less than the Barrier Amount, you will losemore than 50.00% of your principal amount at maturity andcould lose all of your principal amount at maturity. Pricing Date:On or about March 16, 2026 Original Issue Date (Settlement Date):On or about March 19,2026 Stock Return: Observation Date*:April 16, 2027 Initial Value:The closing price of one share of the ReferenceStock on the Pricing Date Maturity Date*:April 21, 2027 Final Value:The closing price of one share of the ReferenceStock on the Observation Date * Subject to postponement in the event of a market disruptionevent and as described under “General Terms of Notes —Postponement of a Determination Date — Notes Linked to aSingle Underlying — Notes Linked to a Single Underlying (OtherThan a Commodity Index)” and “General Terms of Notes —Postponement of a Payment Date” in the accompanying productsupplement Stock Adjustment Factor:The Stock Adjustment Factor isreferenced in determining the closing price of one share of theReference Stock and is set equal to 1.0 on th